Castles in the Sky
by DarkTaoAngel
Summary: The first thing he remembers is the last thing he'll forget. Superman/Brainiac 5.


Title: Castles in the Sky

Summary: The first thing he remembers is the last thing he'll forget.

Author's Notes: First of all, I would like to apologize for my inactivity; I haven't been uploading stories lately because I've been working on my own independent fiction stories, so I probably won't be writing fan-fictions as often as I used to anymore. I am writing a Harry/Draco Harry Potter story right now that I will upload as soon as it's finished (it's about half-way done at the moment). This story is a bit different from my usual style; it's a Legion of Superheroes fan-fiction, and I tried to write it as more of a poem than prose. Hopefully you like it, though I really don't care too much for it; I think it gets a bit long-winded at times, and the ending isn't very clear (I did this so that it's open to interpretation). This is also dedicated to my lovely wife, Maddie (NoDelinquent), whose encouragement/blackmail made me finish this even though I didn't want to sometimes; I hope you like it, even though you deserve a much better present than this for all you've done for me :)

xXx

The sun is dipping low over the horizon, blanketing the world in darkness and casting shadows along the patches of dying light on the streets below. He peers out of the window curiously, fingers lightly resting on its pane, tracing patterns on its dusty surface that reflect the stagnant thoughts touching on his consciousness like pinpricks. He feels a slight breeze lifting the hair along his shoulders and the nape of his neck, and he tilts his head back against it, eyes lidded loosely, fingertips pressing on the vinyl window-frame as though silently willing it to detach and fall away into the blackness; he draws in a long, shaky breath, pulling the cold, bitter air into his lungs, and exhales slowly after a few moments, whispering the breath into the night like a reminiscent sigh cast into a quiet wind, letting it carry his thoughts outside of his still form. His silhouette careens itself out of the open window, and he feels like his entire life exists in this one moment. All else is as nonexistent as he is _alive_.

His heart is pounding out steady drum-like beats against his ribcage, and the pale viridian flesh stretched over his palms is slick with sweat. As if in a memory obscured in his mind and shadowed in uneasiness, a translucent hand reaches his shoulder and rests, feather-light and gentle, on it, fingers brushing along the thin blond hair that rests along the boy's nape; the hand is rough and tarnished, marked by the scars that give it form, but it caresses the boy's neck with caution and care, moving along every inch of the boy's skin with the absolute purpose of retaining its feel as a flesh memory. The Coluan pivots his shoulder-blades in their sockets and arches back against the other figure's chest, taking care to keep a small column of air between his own back and the other man's exposed torso; he breathes a sigh that meets the atmosphere as a heavy moan and gently extricates his ivory-knuckled hands from the window-pane, but does not open his lidded eyes.

He knows what is going to occur next, as though the product of a meticulously constructed temporal hallucination brought into being in his subconscious mind. Another hand, as large and borne of burden as the first, meets his other shoulder, the opaque fingers of which run along the smooth fabric of the alien's shirt, twisting the thin material with fluid motions that elicit shivers down the boy's spine; he can feel waves of heat flushing his emerald cheeks, temperate wind sweeping through the open window and enveloping his entire being in a sense of false weightlessness, touching on his aching body and drawing his form into the silhouette pressing into the small of his back. The sleeves of his top slide down his slim arms like silk and pool around his hips like water at the elder man's coaxing, and he can feel his trembling knees pull tightly together as a rush of mildly tepid air curtains his naked torso and ghosts along his jaw-line like the hot breaths coasting from the other man's lips to the nape of his neck.

His shoulders are trembling as the Kryptonian's fingertips brush along his torso, encircling his nipples, tracing delicate patterns on the pallid rosy skin of his chest. A painful breath catches in his throat, and he swallows roughly, drawing his teeth across his own lips to cut off the low, heavy groan building in his body from somewhere in his stomach to the back of his throat; a smear of crimson liquid runs along his tongue, and he can taste the coppery blood in his mouth when he exhales. His hands are quivering fists clutching at the folds of fabric wrapped about his waist and he can feel the other man's ebony hair brushing against his shoulders as he trails tender kisses along his bony spine. An unwavering finger is dipping in and out of the boy's navel, drawing itself along his pelvis and hip-bones, pulling his lower abdomen outward into the man's gentle touch. The Coluan gasps shakily through his teeth and presses a fervid palm to the elder hero's wrist, stilling it momentarily; the man's arm flickers briefly, its image dissolving into static and snatches of smoky vapor, and the boy can feel a spark of electricity absorb into his fingers and through his hand at the direct skin contact. He pulls away quickly and a feeling of warm, liquid heat rolls along his body in waves as the other man continues his feather-light probing from his stomach to the hem-line of his trousers.

A sharp, metallic clanging registers dimly in the back of the boy's mind, blurring into his consciousness like a repressed memory and fading away just as quickly as it had come. The air is thick and humid and his hair is clinging to his cheeks, adhered to his face by the slick perspiration running along his emerald skin from his forehead and the hallow lines under his eyes; his pants are stretched tight over his slim legs and bunch about his waist smoothly, running low along his hips and sliding slowly down them like molasses, and he can feel a gentle hand rubbing circles into the material enveloping his thighs. The banging noise occurs again, much more fervently than the first time, the sound ringing in the boy's ears and echoing throughout the near-empty laboratory, accompanied by a whispered questioning bearing his name; he tries to ignore it, allowing his mind to wander and his body to become absorbed by the rolling waves of heat washing over it, but the noise persists, growing louder and more impatient, and he realizes through his ecstasy-clouded haze that it's the sound of someone knocking on the door to his lab.

"Brainy? Brainy, open the door!" he registers the voice as though it is his own, recognizing its familiarity as that of Clark Kent, and his body stills itself unconsciously for a brief moment as he listens to the thick, rich chords he's so often longed to hear directed at him in such a state. "I know you're in there, Brainy! I can hear you!" He doesn't stop to wonder how Clark can hear his heavy panting from across the room and through the steel door, nor would he quiet himself should he know how; he wants to hear Clark say his name, wants to hear his desperate attempts to reach him through the locked door. He almost even wants the man to know what he's been doing, the fantasies he's been living out unbeknownst to the rest of the Legion, but he knows that the knowledge of his sins would disrupt the already crumbling relationship he's been trying to so desperately to cling to with the older hero.

"Come on Brainy, just say something!" The voice pauses for a moment, and the knocking stops abruptly, filling the air with silence albeit the young man's heavy breathing and the rustling of the wind blowing tenderly against his hair and clothing. When Clark continues, his tone is reprimanding and cautious, shadowed in apprehension, and the boy feels almost _guilty_ that he has neither confirmed nor refuted the man's fears about his state of being.

"Brainy… I'm coming in…" A sharp rush of wind and cold, crisp air stings his skin, and his eyes flutter open for the briefest of moments; the hands resting on his thighs flicker and break, shattering like broken glass and cutting across his exposed flesh like knives, and he can feel the breath of a dying wind brush along the back of his neck like a whisper. A jolt like a spark of lightening pulses through his head, swirling around his temple and pressing his eyelids back and holding his gaze forward. A wave of panic is building in his torso and his heart is beating so hard against his ribcage he fears it may break through his chest; he clutches blindly at the flickering silhouette, hands grasping at translucent images and passing through them without so much as a sensation to bear for the effort. He sways slightly on his feet as the image of the figure standing behind him dissolves into light fragments and static, and a prickling sensation running along his legs and the small of his back pushes his slim frame to the floor; he lands roughly on his knees, hands loosely fisted at his sides, eyes wide open, unblinking.

He doesn't even hear Clark's urgent command to Computo to override the lock on the door, and he isn't aware that the other man has entered the room until he hears his heavy footfalls and the gasp he utters when he sees him. Clark kneels to the floor beside him, taking in Brainy's appearance with what the younger man can only infer is his best attempt at seeking out something positive in what he is seeing; the boy's hair is tousled and wind-blown, his shirt is bunched about his waist, his trousers are hanging impossibly low on his hips, his lower lip is bleeding, his hands are shaking, he's drenched in sweat, his eyes are staring, his entire body is trembling, and he seems to be unaware that Clark is seated on the floor next to him. Clark's eyes wander over his thin, nearly emaciated frame and pause several times on his chest and hands, pointedly avoiding eye-contact, and his voice is soft and full of concern when he finally speaks, as though he is talking to an emotionally imbalanced child.

"Brainy… What happened to you?" he presses, trying to be apathetic but firm, posing both a question and a statement in a phrase that is mean to be neither. He rests what he hopes will be a soothing hand on the boy's quivering shoulders, running his fingertips lightly over the base of his neck and his palms along the boy's rigid shoulder-blades, and he can see him wince and feel his body stiffen at the touch; he draws his hand back as though burned, and Brainy's eyes soften with a solemnity Clark has not seen in him since he's become human.

"Brainy…" His voice is a whisper, riding on the air currents sweeping through the open window like a small breeze, brushing along the boy's ear and causing a chill to move through his body from his spine downward. Clark notes vaguely that the boy in question's breathing is erratic and that the small pink nubs on his chest are somewhat erect, hardened and slick with the sweat that is covering much of his body; the hero doesn't dare allow his eyes to wander elsewhere, and he wonders in the back of his mind whether it was morally right of him to force his way into the younger man's lab unwelcomed, and what it is he could have been interrupting.

He catches a slight murmur of a voice, sounding much like a sigh, even to his own noise-sensitive ears, and strains to hear it before it is taken by the wind and lost to him forever; he finds himself leaning into the boy's body to listen intently, and his fingertips touch lightly against the Coluan's own hand as he moves closer. To Clark's surprise, the boy ceases to shake at the contact, and he breathes a sigh that sounds like a musical note to catch his breath and calm his body.

"…Querl." Brainy repeats, voice slightly louder, ringing against Clark's eardrums and filling his thoughts with the foreign word. He can hear the desperation and caution in the boy's tone, and he holds onto the feeling with his mind, memorizing the flow and liquidity of the sound and willing it to paint itself into his subconscious; he catches the word as it swirls about his fingers, and a warm sensation mulls his brain and numbs the flesh of his hand still in contact with Brainy's.

Clark gives Brainy a questioning look, arching his upper lip to form the unstated affirmation lingering on his tongue, but Brainy interrupts him before he has a chance to speak, his voice slightly clearer and exuding an unfamiliar air of confidence that surprises Clark. "Querl," he repeats with the importance of a man revealing a guarded secret to a trusted accomplice; "Querl Dox. That is my real name." He pulls his hand abruptly away from Clark's and shifts his body until his knees are pressed firmly against his bare chest and his arms are wrapped tightly about his legs; Clark dully notes that he's taken on the appearance of a self-protecting child, and a feeling he cannot identify rises in his throat and escapes his mouth in the form of half-whispered words.

"Brainy, why are you telling me this? What's going on?" Brainy's eyes are closed and his right hand is extended slightly in front of him, thin, spindly fingers running through the air like water, reaching for something that Clark cannot see, and Superman notes with interest the spaces of light emerald-colored skin stretched like scar-lines along the flesh of his arm where his joints had previously connected; the boy's body still bears the faded marks of his mechanic being in the form of viridian skin, tinted groves along his once-bolted together limbs, and a forehead bearing the insignia of the original Brainiac.

Brainy sighs, and Clark feels like a strong hurricane has been breathed into the room, stirring the quiet air and blanketing the two of them in the chill of the broken silence. "I am no more a Brainiac now than I am a superhero." Brainy pauses, drawing in a sharp, stinging breath and rotating the wrist of the hand outstretched before him and observing the hand's reaction to the pivoting motion with mild interest and purposeful detraction. "I… I shouldn't be here. With the Legion." He is surprised to hear his own voice break, and he wonders with clinical detachment which of his new emotions could have caused it to; a cold, gripping sensation pulls at the cavity within his chest, and the dull ache settling where his heart is tells him the feeling is a mixture of burning desire, pressing sadness, and painful regret. "I should have left when I said I was going to;" He twirls his fingers around a light whisp of air-current and pulls his knees more closely into his torso. "You should have let me."

"Brainy…" Clark feels as though the cold of his ice-vision has settled on his lungs, and the steady stream of air filtering through the room from the open window presses on his half-open mouth and suffocates him. "Brainy, this is your home. You belong here with the Legion. We… none of us wanted you to leave, you know that. I didn't want you to-"

"Querl." Brainy cuts Clark off swiftly, his voice tearing at the air like a knife, breaking apart the older man's words like flesh and letting them bleed on the metallic floor in streams whose sounds ring in Clark's ears and burn into his mind. "Call me Querl, just … _please._" The final word he speaks is not meant to be heard, but he knows Clark can hear it, and he says it because he wants him to; he wants Clark to hear him break, hear the desperation in the words he says and know there's nothing he can do about it. The beauty of his voice is marred by its truths, and Brainy wants nothing more than for Clark to find his weakness and expose it.

He's reaching for something he cannot touch, and touching something he cannot reach. He knows this, but he can't pull back his outstretched hand.

"…Querl. Querl Dox." Clark's voice melts along his skin like fire, burning and scarring it as it tenderly strokes his dying flesh. "Querl." He closes his eyes and moves his head back, lying his body back against the wind and touching the words with his fingertips; his heart is beating like a drum against his ribcage, and the ghost of a breeze whispers along his collarbone like a memory. "Querl Dox. Querl." The word has not sounded more foreign to his ears since the day he abandoned it, nor has it seemed more perfect to the mind that fights to collect it in his strikingly human subconscious; he wishes his body was still mechanic enough to store spoken words as thoughts and play them back within his robotic form enough to let them become his entity, but his organic brain forgets things, and his human hand cannot extend to reach what he is searching for.

Clarks voice is like a chant, rolling along the walls of the room like raindrops on a metal roof, and Brainy can feel his heart contracting in his chest, its muscles tightening and drawing his breath out of his lungs; he breaks the still of the rain with a spark of vocalized lightening, and though his words sound nonchalant and double-edged to whatever listening ears do not know his speech, the two men are both aware of the veiled emotions concealed within them.

"Superman… why are you here?" His voice isn't spiteful, but Clark somehow feels as though he's just been slapped.

"You… you can call me Clark, you know." Superman is uncertain and fearful; Brainy doesn't need his computerized body-scanners to detect the nervous stutter in the elder hero's voice. "If I'm going to call you by your given name, you might as well know mine."

"No." Brainy's automatic response seems almost robotic, and Clark is reminded painfully of the original Brainiac and his once-mechanic friend's vulnerability. "There's no need. You're still a hero; you have no reason to abandon your secret identity." His lower lip is still bleeding, and Clark finds himself entranced by the smear of blood tracing its way along the younger man's mouth. "Why did you come here, Superman?"

Brainy's body is trembling, and Clark knows he would trade all of his powers for the courage to confront his friend about his insecurities.

"Are you sure you're alright? I just came to tell you… something… but it can wait if you're not feeling well…" Superman's concern for his well-being makes Brainy shudder, and he has to force himself to lie because the truth is too painful to face.

"I'm fine. Why wouldn't I be?" He tries to ignore the worried look Clark is giving him, because he doesn't want to acknowledge the protectiveness the other man has over him as anything less than personal. "What did you need to tell me?"

Clark looks dumbstruck for a moment, and when he finally gathers his thoughts a small smile tugs at the corners of his lips, and Brainy knows it's not him his friend is thinking about.

"I'm leaving. Only for a few days, maybe a week. I could get the portal to bring me back earlier, if you need me to, but you guys don't really need me here right now, and…" Clark trails off, and Brainy feels like he's just been doused with ice-water.

"I see. It's fine; take as long as you need." Brainy is sputtering and drowning, and Clark doesn't seem to notice.

"Thanks, Brainy; I really appreciate it. Lois has a new interview in the cities, and I'm thinking about taking her out for dinner, maybe a movie, and we'll probably go visit…" Brainy tries tuning out his words, focusing on the steady buzz of Computo and the whistling of the wind through the open window, but he's no longer a robot, and his ears cannot un-hear what has already been said.

Lois Lane is Clark's lover; whether the older hero wants to admit it or not, that's what she is or will become. Brainy knows what the newspapers will say about their relationship because he's already read them – the invincible power couple, perfect soul-mates, destined to be together forever. Clark may not be aware of this knowledge, but Brainy can see the change in his friend's eyes; his face lights up when he speaks of her, and Brainy can see their future playing out in the rushed words that spill from Superman's mouth when he speaks of her. She's a journalist, the same as Clark, and she's from his own century; she's a woman, a human woman, and against her charms Brainy knew he never stood a chance. Alien or not, robot or not, male or female, Brainy can never reach the man he's searching for – however far he extends his hands, they can never touch him. Not when _she_ already has.

Brainy's knowledge of love comes from his observations of the relationships of his fellow Legionaries; he's seen them grow and develop their feelings together, and he know enough about his own feelings to understand the things he cannot see. He has seen love in Garth's eyes as he whispers tender declarations into Imra's ears when he thinks she can't hear him, and in Saturn Girl's face as she smiles back at him without letting him see; he has felt love radiating off of Timber Wolf's protectively crouched body as he promises to stand beside Tinya and never let any harm come to her. Triplicate Girl's love for Bouncing Boy shows in her dedication to his failures as much as his successes, and her unwavering confidence in him no matter what the outcome may be, and Clark's love for Lois Lane is strong enough to force him out of the fantasy world of superheroes and his team of friends and into the twentieth century and by her side. And Brainy's love for Clark is strong enough to force him to let Superman go.

And when Brainy finally relaxes his body and lets his eyes wander around the room Clark is gone, and his extended hand is still touching air.

xXx

Brainy remembers becoming human.

He remembers the feeling of his data-based mind being torn apart and reassembled in the form of a human subconscious; he remembers numbness in his fingers and coldness in his chest, and his thoughts stopping and rewinding and fast-forwarding and slowing and erasing and breaking as his body is ripped into pieces and converted into organic matter and put back together again. He remembers pain - sharp, pulsing, red-hot pain shooting through his legs and arms and torso and forehead and settling as a dull ache where his heart should reside; Brainy remembers a burning sensation in his throat and the heaviness of his body weighing on his trembling legs and cold, bitter air pressing on his lungs like a needle. He remembers falling, and he remembers Clark catching him.

He remembers his first human feeling; he can't name it, but he knows it is a feeling because of the way his pulse speeds up and his cheeks feel warm and his heart jumps against his ribcage like a drum. He remembers Clark holding his weak human body and he remembers hoping the other hero would never put him down. Brainy remembers the day he realized his feelings for the other man, after analyzing his body's reaction to each of his fellow Legionnaires and discovering that no one else made his mind race and his chest ache the way Clark did.

He doesn't remember everything about his life before becoming human. He doesn't remember being born, or leaving his home-planet, or joining the Legion. He isn't sure if this is because his human mind has forgotten simple memories, or because the reforming of his organic brain has left him without pieces of data his mechanic body had retained. He can feel what he's forgotten, like his mind is trying to access bits of information that have been stolen – the things he is searching for are missing, and gaps of cloudy memories exist in their places. Brainy isn't sure why this is so, but he remembers Clark more clearly than he remembers anything else.

"He's not coming back, Brainy." He hears a voice stirring up the dusty air from behind him, but he doesn't turn to great its owner; he's sitting on the cold metal floor of his lab with his legs crossed and his fists clenched and Saturn Girl is standing near him and he doesn't want her to see him like this. When she speaks her words echo around the empty room and surround him; he feels them filling his ears and pressing on his mind, and he wants to scream to replace the gentle whispers with suffocating noise and drown out the thoughts pounding on his eardrums. "It's been two months since he left; you have to stop waiting for him. He doesn't belong here; he belongs in his own time, with his own family."

Imra's voice isn't scolding, and Brainy finds himself resenting her for it; he can forgive her bluntness, but not the way she is touching on his feelings like she's afraid he might break, pressing on them with just enough force to bruise but not enough to cut. He would rather feel the sting of Clark's absence in his body than in his sensitive human emotions; he doesn't know what to call the feeling he is experiencing, but it hurts and he doesn't like it and he knows only Clark can stop it.

He doesn't speak, but he's listening intently for some sort of assurance he know he won't get with ears betrayed by his own knowledge and surrounded by information he wishes he could remove from his mind; Saturn Girl is the most responsible member of the Legion, and Brainy knows she will feel obligated to tell him the painful truth rather than mislead him with hopeful lies. He can feel a soft hand brushing gently across his shoulder, tracing patterns in his neck and back that Brainy assumes are meant to be soothing; his body stiffens slightly of its own accord and he tries to regain his composure. A light gust of wind pushes through the half-closed window and tangles itself in the Coluan's hair and eyelashes, and he sighs like the breeze has taken the air from his lungs to join it on its journey – Brainy wonders vaguely if it can take the whispered secret of his breath and deliver it to Clark in the form of a confession, and if it would be too late to change the past by the time his message reached the twentieth century.

"He's not coming back. I'm sorry, Brainy." She sounds genuinely apologetic, as though through her love for Garth she has been somehow made aware of Brainy's feelings for his fellow Legionnaire. She gives him a sad, knowing smile and presses a comforting palm into his shoulder-blade, her countenance betraying an expression of solemnity he has never seen her wear; he feels a spark of something warm rolling along his cheekbones and realizes with both detached interest and profound confusion that he is crying for the first time in his life.

"I know," he breathes, and he feels as though by admitting that simple fact he has somehow contested his feelings for Clark against his own willpower and lost marginally; he clenches a fist and bites back a strangled, choking sound he's certain Imra can hear and is choosing to ignore for his benefit. He's thankful for her support, and grateful for her nonchalant distance; she makes him feel like his pain isn't his own, like it's an embodiment of generations of heartache he's certain it isn't, and her detached air makes his feelings less his own and more an observation of human emotions in general. Brainy sometimes pretends he's still mechanic, still studying feelings and organic responses rather than experiencing them himself; if the pain isn't his own, he doesn't feel it.

"You should tell him," Saturn Girl presses, implying a state of her friend's being that he is glad she doesn't name; Brainy knows she doesn't intend for him to reveal his feelings to Clark, because she knows how much it would hurt him to do so; she wants him to let go, because she knows it will hurt him less.

Brainy closes his eyes slowly, savoring the feeling of darkness probing his irises, blackening his pupils and blurring his vision, and unconsciously extends a hand in an outward-reaching manner; he grasps at the air searchingly, his fingers swirling around air currents and touching on an invisible wind, his wrist pivoting in a spring-like dance about its socket. Saturn Girl has seen this motion before, and is therefore less disturbed by its complexity and implications than she was when she first witnessed it; she knows what it means to her, and to Clark, and to Brainy. She is also certain that Brainy doesn't know what it means, or why he's doing it.

"…I know," he whispers softly, and Imra is glad for her ability to probe minds because she knows it would break her heart to hear what Brainy is thinking spoken in such a desperate tone. "…I _know_…"

xXx

What he says is "I'm leaving the Legion;" what he means is _"Superman isn't here to stop me this time."_ His voice is full of regret and sadness, and it hurts them to know there's nothing they can do to help him. Clark isn't there; he hasn't been there for two months. He isn't coming back.

Brainy tries telling himself not to care whether Clark comes back or not. He tries to pretend his organic body is missing the heart he knows it has, that the swelling hole in his chest is empty and not numb with sadness and aching from misuse; he tries to pretend he doesn't love Clark, that his feelings are merely platonic and that the logical thing to do in this situation would be to convince himself that it isn't love he is feeling. As a robot, a machine, he was very adept at controlling his emotions, at turning them off and on at will and feeling only what his mind told him to, not what his heart forced him to; as a human being, however, Brainy is finding it increasingly more difficult to push his own feelings away, to ignore them when they press against his ribcage and cut off his air and block his thoughts. Brainy knew before he even met him that he would one day grow to love Clark; he had lived much of his life reading about the hero in newspapers and books, and he knew with the growing threat of the Legion's enemies he would eventually be forced to enlist in the help of his childhood idol. Brainy never tried to stop his feelings; he knew he couldn't have, even if he had tried. Even as a robot he had been emotional; even as a robot he had wanted to believe that one day Clark would love him back.

The Legionnaires don't try to stop him from leaving; they know what he needs to do and they know he won't be coming back, just as they know that they'll never see Clark again either. Garth is holding Imra's hand tightly in his own, and Brin's arm is wrapped protectively around Tinya's waist, and Brainy is smiling in a melancholy way because he knows his friends are trying to encourage him without betraying their own feelings; Brainy is relieved that they don't speak, because he knows that if they do he will have to answer and his voice will make tangible his feelings of regret and misplaced desire. He doesn't want his friends' last image of him to be a broken one.

Brainy knows where he needs to go. He knows what he'll find when he gets there. He knows he'll cry, and feel pain in his chest, and hear his heart shattering in his ears; he knows where to find Clark, and he knows what will happen when he does. The newspapers he has read since his childhood have told him what to expect, and his simple, instinctual human reactions have told him how what he sees will affect him. He isn't going to beg Clark to return to New Metropolis with him; he isn't looking for closure because they never had a relationship to begin with. He merely wishes to say goodbye, the only way he knows how.

He feels a soft hand brush across his collarbone as he leaves the headquarters to the Legion of Superheroes for the final time; when he turns he catches a flickering of light reflecting itself off of a nearby streetlamp and touching on his shoulder with fragments of shattered color. His own hand nearly reaches itself out to meet the shimmering band of light, but he catches himself just before his fingertips run through the glassy mirage; his breath sticks in his throat, and for a moment he is tempted to turn back and stay with the Legion. He would rather have fond memories of what may have been than live with Clark's rejection in his heart.

Clark doesn't love him; he never has and he never will. Rejection would imply a previous hope for some kind of relationship, a hope which Brainy knew better than to seek out; his hand would reach for it, almost grasp it, twist about his wrist to finger it in its intangibility and non-essence, but it would only ever be a desperate hand reaching out for something transparent, something that was there but at the same time wasn't.

Clark's love was attainable, history had taught him that much; but Brainy was never meant to be the one to earn it.

xXx

Brainy's intelligence is leaving him, as are his thirty-first century powers and inhuman abilities; he can feel them flowing out of his organic body like sweat, pulsing out of his flesh through his pores and trailing down to the soles of his feet and out of his being entirely. He's becoming human, yet somehow more human than much of the Earth-dwelling race he has studied; he feels weakness settling in his bones, crippling him and leaving him vulnerable and consciously aware of his own flesh. He never felt pain as a robot, only a nerve-memory of pain, what his mechanic brain could process out of the feelings he had learned from his fellow Legionnaires; his human body seems to feel an exaggerated version of pain, a more intense sweeping of emotions than he knows he should be feeling. He wonders sometimes if it is because he is weak, or if everyone else is just that much stronger than he is.

Clark is strong; Brainy has always admired the older hero's strength of both will and mind. His love for Clark came about not because of the video files he had seen in which Superman showed off his powers and saved the world, but from his first encounter with a young Clark Kent who was still trying to learn how to save himself. Brainy had always envied him this; as a Coluan, the boy had been taught to be proud of his ancestry and intelligence, and to never seek out that which was attainable in whatever way possible. Clark could have been claimed, Brainy knew; he had always sensed the hero's wavering spirit, and he had toyed with his heart's weaknesses as carefully as he could without being overly indulgent. Brainy knew that if he told Clark to stay with him, to love him and never leave his side, Superman would not hesitate to do this in the manner in which he would save a dear friend's life; in this way, Brainy also knew that if he told Clark to leave and never come back, the elder hero would turn his back on his life as a Kryptonian and forge for himself new memories of a life he could justify as being his ideal happiness on Earth in the century in which he was meant to have been born. Brainy had been selfish to bring the hero to a time in which he did not belong; Coluans had always been selfish, caring only for their own way of life and pushing aside all which threatened it, but Brainy somehow knew he was worse. Brainy had been told never to fall in love, and yet here he was, waiting for a love which was not his to want.

The time-portal takes Brainy to the twentieth century, to a bright white cathedral in a small town and a young, handsome Clark Kent in a faded ebony suit; the suit, though worn, has been tailored to fit the contours of his strong body, and Brainy knows that even his Superman costume has never made Clark look more heroic. His wrist jerks sporadically and his hand rests itself against the synthetic plastic material of the time-transcending device; a faint light sparkles around his fingertips, and he longs to press them into the portal and through the air, stretching them in the sockets and wirings of his mechanical being, and entwine them with Clark's own rough, calloused, _strong_ fingers. He doesn't; he knows his feelings are inappropriate, and he resents himself for feeling them. Feelings like that are for humans; Brainy is just an alien in human flesh.

There's a woman in an ivory dress in the courtyard of the church, and Brainy knows without thinking it that this is Clark's wife. Her dress is as simple as she is beautiful; her long auburn hair is tied about her neck in ringlets, and the band on her finger is like a penance, reprimanding Brainy for having hoped he could do anything to stop the engagement, and scolding him for ever thinking he had the right to. It feels like someone has stopped his heart, like they've strung an old-fashioned noose about his neck and stolen the air from his lungs; he's reading the scene below with his eyes, and what the tome concludes with is a 'they lived happily ever after' with 'the end' glaring at him like a knife poised for the kill. He's not a part of this story; he has no right to be here. He's being selfish as he watches, letting his subconscious absorb the private moments of the man he had hoped to one day share such pleasantries with; it's like he's secretly watching two people engaging in illicit activities without having the shame or humanity to pry his eyes away and apologize for the things he cannot unsee.

Has Clark's mind ever watched _him_? Monitored his memory in the back of his mind like it's a long-kept secret he cannot bear to part with? Has Clark ever thought of him as he is now, with his human mind privately accessing bits of reminiscence he should not be allowed to see and reaching for them with hands that cannot touch for fear of breaking? Brainy isn't looking for love, he's looking for closure; as he breathes a sigh out through his nostrils and holds his heart close to his ribcage he can feel his lie drawing the air out of his lungs like it's water. As he chokes on the thing he has seen which he should not have, he feels the real reason for his visit bubbling up in his chest like acid; he wants to see Clark leave him. He wants Clark to break his heart, to burn a hole in his sternum and pull his heart out of his chest through his ribs; he wants to see Clark enjoying the life he deserves with Lois Lane so that whatever hope he still carries with him will release him and let him be free.

The time-portal has been set to take him to this moment, in this dimension, on this planet, in this place; it has not been programmed to take him back to where he came from, or to any other world he may wish to dissolve into. Brainy is selfish; he _wants_ to be broken so that he may have enough humanity within him to be made whole again. Clark will see him break apart before his eyes, and the knowledge of his own involvement will pull pieces of his memories into his line of sight and prove to Brainy that there is still some small fraction of Superman that still thinks of him dearly and cares about his feelings; Clark won't love him, but he will acknowledge the love that Brainy feels for him and declare it worthy while rejecting it silently. Brainy could not ask for a better way to be pushed away than by the firm, labor-thickened, strong hands of the man he loves.

xXx

"Brainy. _Brainy!_" Clark is surprised to see him; Brainy wonders whether this is because he has forgotten his old life by now, or no longer wishes to remember it. The tension of their meeting hangs in the air like liquid fire, both burning and cooling Brainy's skin until it is slicked with sweat and as cold as ice. Clark pulls Brainy into an awkward hug, a hug that speaks of both how much time has elapsed since their last encounter and how much space has been unintentionally placed between them in that time, and Brainy shivers slightly as the older hero's hands brush along the curve of his spine. There is something uncomfortable in the way their bodies press together, the way Clark's fingers ghost over Brainy's back, and the way Brainy's chin fits into the base of Superman's neck; it's almost like they've only just met. It's almost like they're strangers.

"Superman, I…" His breath catches in his throat and bubbles up out of his mouth as a strangled half-whimper; Clark doesn't catch the way Brainy's hands clench around the back of his suit, or how his body trembles slightly when they part. "I… I'm _sorry_, I…" His voice comes out as an airy stutter, betraying his feelings as a prelude to tears and breaking the façade he has been striving to control; he realizes moments too late that he isn't ready to say goodbye just yet. He isn't ready to let Clark go.

Clark has always been the eloquent one of the two of them; Brainy has always envied him his ability to say what he's thinking in a way that will spare the feelings of others. Brainy doesn't want his feelings spared, because it would mean that Clark doesn't care enough about him to tell him the truth; he sometimes thinks it would be better if Clark said nothing at all, because Brainy knows that whatever he might say will ruin the Coluan's precious pedestal-throned image of him, shatter it like glass and cut apart his flesh with the fragments of his memories. Brainy knows Clark wants him to leave, wants to move on with his own life and leave the part of his past that includes his time with the Legion of Superheroes behind, but he also knows that this knowledge spoken aloud would hurt him just as badly as a stake running through his chest and piercing his heart.

"Querl." Clark's voice is rich and gentle, pressing into Brainy's mind and sending a jolt of electricity throughout his body; the Coluan's lungs feel like they've been punctured, and his hands are trembling at his sides. "_Querl_. I've missed you." The way Clark says it, Brainy almost believes it to be true; he can hear his own given name echoing in his ears, flooding his mind and flowing through his throat and into his heart. Clark's right hand is positioned comfortably on Brainy's shoulder, fingertips brushing lightly along his collarbone, image flickering between a reality of unrequited emotions and a fantasy of drawn-out flashes of light and soundless static-contoured lines; Brainy closes his eyes and breathes in heavily, holding Clark's scent on the tip of his tongue and exhaling it as the ghost of a memory.

Clark's lips are near his ear, breathing out whisps of tepid air that settle on Brainy's neck in patches of heat; he closes his eyes loosely and reaches a hand forward blindly, extending it into the empty room like a beacon, and gathers up a piece of Clark's shirtsleeve in his fist. When Clark turns away he releases the folds of cloth from his grip, and feels swirls of air fill the gaps between his fingers.

"You love her." Brainy's voice is low and nearly inaudible, and he knows he doesn't need to further clarify what he means; he isn't asking for an affirmation, he is asking for a rejection, knowing as he does so that Clark is either too kind or too cruel to give him one. "And she loves you." He adds this as an afterthought, silently, more to himself than to the other man; he wants to hear Clark say it, say that he's happy, they're both happy, and that Lois's love for him is unrivaled. Brainy knows that he loves Clark more than she does, but he also knows that Superman's love for Lois far outweighs his feelings for the Coluan.

"Yes." Clark gives him a small smile, allowing his feelings to fill the space between his lips, letting his love for Lois curve his mouth upward and crinkle soft lines in the contours of his face. Brainy wishes Clark would smile that way for him, instead of for the woman he loves.

"And I…" Brainy pauses, feeling fearful human emotions well up in his chest; it feels like he's drowning, like there's something heavy pressing on his abdomen and squeezing the air out of his lungs. "I…" Clark's body is so close to his own he can feel the exchange of heat between them as an air current smoothly twisting around his form and pulsing back into the other man's. Brainy has never been afraid of anything before; robots, even those who could understand and exemplify human emotions, had never shown fear on Colu. Brainy has to remind himself that he is no longer a robot, and reprimand himself for thinking he still deserves to be one.

"I love you." His words sound bitter and deflated, dried up like a grape that has been left out in the sun for too long; he has waited so long to say these words, he's not even sure what they mean anymore. There's something misplaced about the way he speaks them, as though he is whispering a secret in the ear of an enemy, like he's just said something private, personal, to the person least likely to treat it with as much care. For a moment he forgets that it is Clark he's speaking to, and an unsteady hand finds its way to his mouth, cupping it and pressing hard as if to trap the words before they can escape. He doesn't feel like he's just told Clark that he loves him; he feels like he's mistakenly told someone else in Clark's stead, someone for whom he feels nothing.

"No. You don't." Clark's words surprise him, and he isn't sure how to respond. "You _don't._" Clark speaks with an air of authority, as though the many years of his life he has lived on Earth have aged his mind and given him wisdom Brainy has yet to acquire; Brainy feels like a child being scolded, though he isn't sure what he's done wrong. "You did. I know you did; I knew even back then. But you don't, not anymore. You love who I _was_. I'm different now." And even as Clark says it, Brainy knows it to be true; this man standing before him is a stranger, like the flickering image before a dying ember, a glimpse of a memory soon to be forgotten. This man is Clark Kent, husband to Lois Lane, not _Superman_, Brainy's best friend and unrequited love.

"How did you know?" Brainy is certain even Clark's years of knowledge have not prepared him for such a question, but the older hero remains calm and unsurprised; Brainy is aware of the hand still resting on his shoulder, and it suddenly feels like it doesn't belong there. Has Clark thought of him all this time? Known about his hidden love and kept it to himself, letting Brainy feel the sting of his own rejection without having even enough humanity to personally reject his feelings and let him be free to live his own life without chasing after something that would never be his? Is that why Clark left? Because he could no longer bear the weight of Brainy's love with the knowledge that he would one day have to deny it?

Clark pauses for a moment, but when he does speak it is with an air of importance that Brainy knows he must have used when confessing his own love to Lois Lane. "You came back for me." Brainy feels like a piece has been stolen from his heart, like a personal feeling has just been exposed without his consent. "You came back, even though you knew I was with Lois and not you." And then a quizzical, puzzled look overshadows Clark's features, and Brainy's heart skips a beat; the man before him looks so much like Clark, it's almost like Brainy is still in the thirty-first century and Clark hasn't left yet. "Why… why did you come back?"

Brainy doesn't remember much about his life as a robot; he doesn't remember being born, or being given away by a mother who did not love him. Brainy doesn't remember leaving home, or joining the Legion or Superheroes; he doesn't remember his parents or his friends or the planet from which he came. Brainy remembers Clark. He remembers how Clark smelled after he'd finished training, how his hair always fell over his forehead in a small curl that he often found embarrassing but kept because he knew Brainy liked it; he remembers Clark's journey to the planet Zoon to save his life, and his own fight against the original Brainiac to save the other man. He remembers falling, and he remembers Clark catching him.

"Because I loved you. I still do." Clark nods slowly and smiles; his smile is melancholy and apathetic, but Brainy clings to it like a life-raft and holds it close to his chest with trembling fingers. His breathing has become frantic, filtering through his nostrils in small bursts of air, and his heart is fluttering against his ribcage like a pinned butterfly's wings. He's said the one thing he had promised himself he would not; he's given away his greatest secret and exposed his most terrifying fear. Brainy's heart is Clark's to mend or break in whatever way he chooses.

Clark's hand lingers for a moment on Brainy's shoulder, fingers curling into the nape of his neck like a vice, before he lets go with uncertainty; Brainy feels the absence of his warmth like a chill against his neck and he shivers unconsciously. "You know…" Clark begins, searching for the words he's looking for with upturned eyes and nervous fingers; Brainy once again sees the hero he loves in this man's visage and wonders what Lois could have done to him to change him so much in so little time. "Brainy…" The Coluan feels a surge of electricity run down his spine at the use of a name he has long since abandoned. "_Brainy_… I loved you. Before I came back here, before I met Lois, I loved _you._" Brainy isn't sure whether to believe him or not, but he wants to so badly that he can't stop his human mind from registering this new information as the truth. When he was a robot he did not need to breathe to live, but he did so regardless out of his desire to become human; now, as an organic being, breathing is essential to his being alive, but he more often than not finds himself unable to do this. His breath catches in his throat, and the irony of the situation is lost to his blurred subconscious.

He turns blindly away from Clark, feeling his words burning into his mind and searing themselves into his memory. It feels like Clark has both beaten him and kissed him at the same time; his words are a double-edged sword whose meaning is concealed in its delivery. Brainy is torn between his fierce desire to believe Clark's words and his knowledge that this new revelation has changed nothing about Clark's future, which includes his marriage to Lois Lane. But Brainy wasn't searching for love, he was searching for acceptance or rejection, repentance or denial, and he should be grateful that he was given all four at once.

He can't see anything, but he knows this is because his eyes are blocked by a torrent of tears streaming out of their corners; his vision is blurred slightly because of this, but he struggles unseeingly to find an exit, to escape the Clark he once loved and abandon the one he never did. An arm reaches out to stop him, fingers tangling about the flesh of his own fingers, gripping at his sleeves and reaching past his green-skinned wrist, and time seems to slow in an instant; a warm hand is clutching his own, and the heat pulsing off of it in waves burns his flesh not unpleasantly. A thrill of ecstasy courses through Brainy's body; Clark's hand is rough and calloused, just as he had always imagined it to be.

"_Brainy._ Brainy!" A pair of thick, strong arms surrounds his body, and Brainy cannot remember a time when he has ever felt this small; he feels as though he could become entangled in the warmth of Clark's body and lose himself in the curve of his arms, without feeling any remorse for his captivity all the while. He isn't sure when time un-sticks itself and continues at its regular pace, but he can feel his own arms shifting to cling to the back of Clark's shirt and he knows a period of time, however brief, has elapsed and brought with it unspoken revelations for which he has been searching. He is crying into Clark's suit, staining it with his tears, and he thinks that it is almost poetic justice how he has finally ruining the thing which he believe to be his own ruin. His human body moves of its own accord, twisting in the other man's hold and burying itself into the folds of his clothing; he breathes in the scent of cinnamon and after-shave and wonders how Clark has managed to smell the same even after so much time has passed and so much about him has changed.

He feels as though a crack has been drilled into his armor, a chink which reveals the fear and loneliness beneath it; Clark can break him if he wishes to, but he doesn't. Brainy's selfishness had once given him control over his friend, given him the right to keep his secret hidden and his feelings to himself; he feels like, in presenting Clark with his love in the most earnest, repenting way possible, he has shifted his own possessiveness onto the other man and given away his right to destroy himself from within.

"I love you!" He doesn't know whether he is speaking aloud or not, but the words he is thinking are more for himself than for Clark anyway; his mouth is moving, and he can feel the ringing of his words as they echo in his ears, so he knows he must be audibly voicing his feelings, though the dull thrumming of his heart against his chest drowns out all other noises and reduces them to mere shades of sound. "I love you so much it _hurts_!" He's said it, the thing he swore he never would; he's proved his own vulnerability, his own weakness, and broken his own heart so that Clark doesn't have to. He can feel Clark groping around for the shattered pieces, connecting them like a puzzle, and he's thankful that this part of the older hero has not changed since their last parting.

He reaches a trembling hand out to his side, extending his arm and splaying his fingers broadly; a whisp of warm air curls around his fingertips and settles in his palm, and another hand reaches out and settles into his own. "I know." Clark says, his voice lacking the reproach such a statement should have garnered; one of his arms is wrapped around the small of Brainy's back, as though holding him in place, and the other is twisted about his side and ends in their entwined fingers. "_I know_."

Clark doesn't say '_I love you too_,' and he doesn't allude to any form of future relationship they may have together; his place is with Lois, and Brainy knows it was selfish of him to ever think he had the right to come between them. He just repeats "I _know_" into the thick, darkening night air and holds Brainy so close to his chest their bodies seem to meld together; it's an apology and a self-affirming reprimand in one, and Brainy feels more promise in it than he would have from a simple love confession. Clark doesn't love him, but he _did_, once; Brainy's hope for redemption has been fulfilled with the knowledge that the love he gave away has been reciprocated. The Clark he loves has returned his love. His search for Clark's feelings has not been for naught.

He remembers becoming human. He remembers pain, loneliness, fear, and vulnerability. He remembers being stripped of his robotic flesh and being rebuilt out of organic material; he remembers feeling weak and dizzy and overcome with emotion. He remembers Clark, standing above him, holding out his hand. He remembers falling, and he remembers Clark catching him.

He remembers reaching for Clark's hand, and feeling its warmth in his own.

xXx

His silhouette is careening itself out of an open window, eyes lidded loosely, cold wind blowing through his tousled blond hair and settling as a shiver about the nape of his neck. His body is tilted backwards, thrown against the force of the blowing air; one hand is clenched firmly around the base of the window-frame, the other reaching out of the window and into the algid night air. A flicker of light condensates behind him, forming the frame of a large, semi-opaque man out of bits of broken static-lightning. His lidded eyes flutter, and the image flickers and shudders, pulsing waves of dying heat into his skin and sending rivulets of sweat coursing down his body from his throat to his navel.

A hand settles itself on his shoulder, gently running feather-light streaks of effulgence along his neck and sending shivers down his spine. He breathes a sigh out through his nostrils and inhales deeply, pulling the bitter air through his lungs eagerly and holding it in until his body begins breaking from its chill. The silhouette of the man behind him wavers slightly, flickering as white noise and pressing its intangibility into his spine; his body quakes, rolling back into the touch with a starved kind of hunger and melding into the other man's form. His hand pushes forward into the night, contorting and reaching desperately for something that cannot be seen; he opens his eyes slowly and the translucent image flickers like static, fading in and out as its hand extends out of the open window.

Their hands meet and the silhouette becomes solid, taking the form of an ebony-haired superhero with rough, labor-toughened hands and brilliant, baby-blue irises; his calloused hand is holding the boy's own green-skinned one, fingertips entwining and palms pressing together gently. A soft smile illuminates Clark's features, and Brainy recognizes the human emotion he is feeling as happiness. Clark is smiling, and it is only for him.

Brainy is reaching for something he can finally touch and touching something he has finally reached.

xXx


End file.
